Chad Conwell
Chief Compliance Officer, Vice President and Secretary at FLAHERTY & CRUMRINE PREFERRED & INCOME FUND
Executive
About Chad Conwell
Chad Conwell is Executive Vice President, Chief Legal Officer, and Chief Compliance Officer at Flaherty & Crumrine Incorporated, and serves as Chief Compliance Officer, Vice President, and Secretary of Flaherty & Crumrine’s U.S. closed-end funds (including PFD) since 2005; he is 52 years old as disclosed in 2025 proxy materials . He earned a B.A. from the University of California, Berkeley, and a J.D. from Georgetown University Law Center . Fund-level performance context: PFD’s investment performance vs peer funds was equal or greater than median over 10 years, equal or greater over 5 years, below median over 3 years, and slightly below median over 1 year (Board review of adviser performance), framing execution outcomes during his ongoing tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flaherty & Crumrine Incorporated | Executive Vice President; Chief Legal Officer; Chief Compliance Officer; Board Director; Executive Management Committee | 2005–Present | Leads legal and compliance programs; contributes to fund management, client servicing, and marketing; participates in firm governance . |
| Paul, Hastings, Janofsky & Walker LLP | Attorney (Corporate Finance, Investment Management Regulation) | 1998–2005 | Built technical expertise in securities law and fund regulatory frameworks relevant to closed-end fund governance and compliance . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Flaherty & Crumrine Incorporated | Board of Directors; Executive Management Committee | 2005–Present | Governance oversight and strategic decision-making for the adviser to PFD and sister funds . |
| Flaherty & Crumrine U.S. Closed-End Funds (PFD, PFO, FFC, FLC, DFP) | Chief Compliance Officer, Vice President, Secretary | Since 2005 | Officer leadership across all funds; officers serve until successor election or earlier resignation/removal . |
Fixed Compensation
Closed-end fund proxies do not provide officer-by-officer cash compensation detail, but they disclose that no executive officer or affiliate received compensation from the Fund in excess of $60,000 in recent fiscal years.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Any individual executive compensation from PFD Fund >$60,000? | No | No | No |
Adviser economics that indirectly drive Conwell’s incentives (as an adviser owner):
- PFD advisory fees paid to Flaherty & Crumrine in FY 2024: $1,343,520 .
- Advisory fee schedule (PFD): 0.525% on first $200mm managed assets; 0.45% on next $300mm; 0.40% above $500mm, computed monthly on average weekly total managed assets .
Performance Compensation
- The proxies do not disclose performance metric weightings, targets, or payouts for fund officers; compensation detail presented relates to director fees and advisory fee structures rather than officer incentive plans .
- New investment advisory agreements approved due to an internal adviser restructuring are identical to current agreements in services and fee rates; no changes to fund objectives/strategies, implying no alteration to fund-linked pay metrics in the proxy context .
Equity Ownership & Alignment
Ownership in PFD common shares and advisory firm equity:
| Metric | 2023 (Record Date 2023-01-20) | 2024 (Record Date 2024-01-19) | 2025 (Record Date 2025-01-16) |
|---|---|---|---|
| PFD Shares Outstanding | 12,763,654 | 12,852,556 | 12,852,556 |
| Directors and officers (as a group) ownership of PFD | <1% | <1% | <1% |
Alignment via adviser equity:
- Flaherty & Crumrine Incorporated (the adviser) is owned by R. Eric Chadwick, Bradford S. Stone, Chad C. Conwell, Donald F. Crumrine, Robert M. Ettinger, and Robert T. Flaherty, directly linking Conwell’s economics to advisory fee revenue and AUM across the fund complex .
- Adviser internal restructuring (2025): repurchase of retired shareholders’ shares and reallocation to management shareholders (expected July–December 2025); Board-approved new advisory agreements are identical in fees/terms, suggesting potential increase in management owners’ stakes (including Conwell), further tying incentives to advisory profitability and managed assets .
Not disclosed in proxies:
- Individual officer beneficial share counts, vested/unvested breakdowns, option holdings, pledging/hedging policies for officers .
Employment Terms
| Item | Disclosure |
|---|---|
| Fund Officer Positions | Chief Compliance Officer, Vice President, Secretary across PFD, PFO, FFC, FLC, DFP . |
| Start Date in Fund Officer Roles | Since 2005 . |
| Officer Term | Officers serve until successor is elected and qualifies, or earlier resignation/removal . |
| Adviser Indemnification/Standard of Care | New advisory agreements include adviser indemnification absent disabling conduct (willful misfeasance, bad faith, gross negligence, reckless disregard) and standard of care provisions; governing law NY . |
| Change-of-Control Context | Adviser restructuring may be deemed a change of control triggering assignment/termination of current advisory agreements; new agreements approved to ensure continuity with identical fees/terms . |
Investment Implications
- Pay-for-performance alignment at the fund level is limited for officers: proxies explicitly state no executive officer received >$60k from PFD, and they do not disclose officer bonus metrics or equity grants; primary economic exposure for Conwell likely flows through adviser ownership rather than fund-paid compensation .
- Strong fee/AUM alignment: as a disclosed owner of the adviser, Conwell’s incentives are tied to advisory fee revenue across the fund complex (e.g., $1.34mm advisory fees from PFD in FY 2024; declining fee breakpoints encourage scale sharing), aligning him with asset growth and sustained performance but also creating sensitivity to leverage/AUM levels .
- Governance/continuity signal: long tenure since 2005 in CCO/Secretary roles and participation on the adviser’s board indicates stability; the 2025 restructuring (reallocating shares to management owners) may increase management’s economic stake and retention, though it also concentrates incentives around advisory profitability .
- Fund execution context: multi-period performance review shows PFD above or at peer median over 10 and 5 years but below over 3 years and slightly under over 1 year, suggesting cyclicality in preferreds markets; advisory discipline and below-average fee levels referenced by the Board support long-term positioning but call for near-term vigilance on distribution stability and leverage costs .